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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to ProShares Trust - ProShares Ultra 7-10 Year Treasury
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| April 20, 2009 |
Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 0-17506 UST INC. EMPLOYEES’ SAVINGS PLAN (Exact name of registrant |
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| February 18, 2009 |
Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 0-17506 UST INC. (Exact name of registrant as specified in its char |
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| January 30, 2009 |
As filed with the Securities and Exchange Commission on January 30, 2009 Post-Effective Amendment No.1 to Form S-4 As filed with the Securities and Exchange Commission on January 30, 2009 Registration No. 333-85285 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UST INC. (Exact name of registrant as specified in its charter) Delaware 06-1193986 (State or other j |
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| January 30, 2009 |
As filed with the Securities and Exchange Commission on January 30, 2009 Post-Effective Amendment No. 3 to Form S-8 As filed with the Securities and Exchange Commission on January 30, 2009 Registration No. 333-60698 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UST INC. (Exact name of registrant as specified in its charter) Delaware 06-1193986 (State or other |
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| January 30, 2009 |
As filed with the Securities and Exchange Commission on January 30, 2009 S-8 POS 1 ds8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on January 30, 2009 Registration No. 333-36844 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UST INC. (Exact name of registrant as specified in its charter) Delaware 06-119 |
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| January 30, 2009 |
As filed with the Securities and Exchange Commission on January 30, 2009 Post-Effective Amendment No.2 to Form S-8 As filed with the Securities and Exchange Commission on January 30, 2009 Registration No. 33-59229 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UST INC. (Exact name of registrant as specified in its charter) Delaware 06-1193986 (State or other ju |
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| January 30, 2009 |
As filed with the Securities and Exchange Commission on January 30, 2009 Post-Effective Amendment No. 5 to Form S-8 As filed with the Securities and Exchange Commission on January 30, 2009 Registration No. 2-72410 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 5 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UST INC. (Exact name of registrant as specified in its charter) Delaware 06-1193986 (State or other ju |
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| January 30, 2009 |
As filed with the Securities and Exchange Commission on January 30, 2009 Post Effective Amendment No. 1 to Form S-3 As filed with the Securities and Exchange Commission on January 30, 2009 Registration No. 333-149380 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UST INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdicti |
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| January 30, 2009 |
As filed with the Securities and Exchange Commission on January 30, 2009 Post-Effective Amendment No.1 to Form S-8 As filed with the Securities and Exchange Commission on January 30, 2009 Registration No. 333-124666 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UST INC. (Exact name of registrant as specified in its charter) Delaware 06-1193986 (State or other |
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| January 15, 2009 |
CUSIP NO. 902911106 13G Page 1 of 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* UST Inc. (Name of Issuer) Common Stock - $.50 par value (Title of Class of Securities) 902911106 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| January 9, 2009 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 20, 2009, pursuant to the provisions of Rule 12d2-2 (a). |
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| January 6, 2009 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION UST INC. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF UST INC. UST Inc., a Delaware corporation (the “Corporation”), organized under that name on December 23, 1986, hereby certifies that this Amended and Restated Certificate of Incorporation restating, integrating and further amending its Certificate of Incorporation was duly adopted by its Board of Directors in accordance with Sections |
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| January 6, 2009 |
AMENDED AND RESTATED BY-LAWS UST INC. ARTICLE I Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF UST INC. ARTICLE I OFFICES The Corporation may have offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the Corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 1. ANNUAL MEETINGS. – Annual Meetings of stockholders shall be held at such |
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| January 6, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2009 UST INC. (Exact name of registrant as specified in its charter) Delaware 0-17506 06-1193986 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| December 19, 2008 |
AMENDMENTS TO NONQUALIFIED RETIREMENT PLANS Exhibit 10.7 AMENDMENTS TO NONQUALIFIED RETIREMENT PLANS The provisions set forth in the attached two-page "Amendment Document" are intended to become applicable with respect to the UST Inc. Benefit Restoration Plan, the UST Inc. Officers' Supplement Retirement Plan, and the UST Inc. Excess Retirement Benefit Plan. These provisions shall become actual amendments to these plans as provided in the A |
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| December 19, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 19, 2008 (December 15, 2008) UST INC. (Exact name of registrant as specified in its charter) Delaware 0-17506 06-1193986 (State or other jurisdiction of incorporation or orga |
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| December 19, 2008 |
Senior Vice President, General Counsel Exhibit 10.6 [DATE] Mr. Richard A. Kohlberger Senior Vice President, General Counsel and Secretary UST Inc. 6 High Ridge Park, Building A Stamford, CT 06905 Dear Mr. Kohlberger: UST Inc. (the “Company”) considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Company (the “Boa |
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| December 19, 2008 |
Exhibit 10.5 [DATE] Daniel W. Butler U.S. Smokeless Tobacco Company 100 West Putnam Avenue Greenwich, CT 06830 Dear Dan: U.S. Smokeless Tobacco Company (the “Company”), a wholly owned subsidiary of UST Inc. (“UST”), is pleased to provide you with this letter agreement (the "Agreement"). The Board of Directors of UST (the "Board of Directors" or the "Board") considers it essential to the best inter |
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| December 19, 2008 |
Exhibit 10.2 EMPLOYMENT AGREEMENT AGREEMENT made as of the 16th day of December, 2008, between UST Inc., a Delaware corporation (the “Company”) and Richard A. Kohlberger (the “Executive”). The Company wishes to employ the Executive as a Senior Vice President of the Company. The Board of Directors of the Company (the “Board”) desires to provide for the employment of the Executive as a member of the |
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| December 19, 2008 |
Exhibit 10.1 Murray S. Kessler Chairman, President and Chief Executive Officer UST Inc. 100 West Putnam Avenue Greenwich, CT 06830 Dear Murray: UST Inc. (“UST” or the “Company”) is pleased to provide you with this letter agreement (the “Agreement”) regarding the terms and conditions related to your employment with the Company. The Board of Directors of UST (the “Board of Directors” or the “Board”) |
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| December 19, 2008 |
Exhibit 10.3 [DATE] Raymond P. Silcock 1449 Wynkoop Street, Apt. 204 Denver, CO 80202 Dear Raymond: UST Inc. (“UST” or the “Company”) is pleased to provide you with this letter agreement (the “Agreement”). The Board of Directors of UST (the “Board of Directors” or the “Board”) considers it essential to the best interests of the Company and the interests of UST’s stockholders to foster the continuo |
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| December 19, 2008 |
Exhibit 10.4 [DATE] Theodor Baseler Ste. Michelle Wine Estates Ltd. 14111 N.E. 145th St. Woodinville, Washington 98072 Dear Ted: International Wine & Spirits Ltd. (“the Company”), a wholly owned subsidiary of UST Inc. (“UST”), is pleased to provide you with this letter agreement (the "Agreement"). The Board of Directors of UST (the "Board of Directors" or the "Board") considers it essential to the |
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| December 4, 2008 |
UST SHAREHOLDERS APPROVE ACQUISITION BY ALTRIA EX-99.1 2 ex99.htm PRESS RELEASE Exhibit 99.1 Thomas J. Fitzgerald Mark A. Rozelle Media Relations Investor Relations (203) 817-3549 (203) 817-3520 UST SHAREHOLDERS APPROVE ACQUISITION BY ALTRIA STAMFORD, Conn., Dec. 4, 2008 – UST Inc. (NYSE: UST) announced that earlier today, during a special shareholder meeting held in New York, a majority of its shares were voted to approve the company’s acquis |
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| December 4, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 4, 2008 UST INC. (Exact name of registrant as specified in its charter) Delaware 0-17506 06-1193986 (State or other jurisdiction of incorporation or organization) (Commission |
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| November 18, 2008 |
DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement þ Definitive Additional Materials o Soliciting Materials Pursuant to Section 240. |
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| November 3, 2008 |
Exhibit 10.3 UST Inc. 2005 Long-Term Incentive Plan 1. Purposes. The purposes of this Plan are to further the long-term growth in earnings of UST Inc. (the “Company”) and its subsidiaries by providing incentives to those persons with significant responsibility for such growth, to associate the interests of such persons with those of the Company’s stockholders, to assist the Company in recruiting, |
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| November 3, 2008 |
Exhibit 10.5 UST INC. BENEFIT RESTORATION PLAN 409A Document (January 1, 2005 Restatement, as Amended Through September 2008) TABLE OF CONTENTS PREAMBLE ii ARTICLE 1. DEFINITIONS 1 ARTICLE 2. AMOUNT OF BENEFITS; FORM AND TIME OF PAYMENT OF BENEFITS 5 ARTICLE 3. FINANCING THE PLAN 9 ARTICLE 4. EMPLOYEE PLANS ADMINISTRATION COMMITTEE 10 ARTICLE 5. AMENDMENT OR TERMINATION 13 ARTICLE 6. SPECIAL TERMI |
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| November 3, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q Filed by Bowne Pure Compliance Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 3, 2008 |
Exhibit 10.1 UST INC. 1992 STOCK OPTION PLAN Effective as of May 5, 1992 Restated as of May 5, 1992; December 12, 1996; January 1, 1999; December 9, 1999; and September 7, 2008 1. Purpose. UST Inc. (hereinafter referred to as the “Company”) has adopted this UST Inc. 1992 Stock Option Plan (hereinafter referred to as the “Plan”), effective as of May 5, 1992, subject to approval by stockholders at t |
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| November 3, 2008 |
Exhibit 10.2 UST INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN 1. Purpose. UST Inc. (the “Company”) adopted the UST Inc. 2001 Stock Option Plan effective as of May 1, 2001, adopted an amendment and restatement effective as of February 20, 2003, subject to approval by stockholders at the annual stockholders’ meeting held on May 6, 2003 (the “Effective Date”), and has adopted this restatement effec |
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| November 3, 2008 |
Exhibit 10.4 UST INC. OFFICERS’ SUPPLEMENTAL RETIREMENT PLAN 409A Document (January 1, 2005 Restatement, as Amended Through September 2008) UST INC OFFICERS’ SUPPLEMENTAL RETIREMENT PLAN 409A Document (January 1, 2005 Restatement, as Amended Through September 2008) In order to provide additional retirement benefits for certain officers (“Eligible Employees”) of the Company whose anticipated pensio |
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| October 29, 2008 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 24, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant □ Check the appropriate box: □ Preliminary Proxy Statement □ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) □ Definitive Proxy Statement □ Definitive Additional Materials þ Soliciting Materials Pursuant to Section 240. |
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| October 24, 2008 |
EX-99.1 2 c76271exv99w1.htm EXHIBIT 99.1 Exhibit 99.1 Thomas J. Fitzgerald Mark A. Rozelle Media Relations Investor Relations (203) 817-3549 (203) 817-3520 UST REPORTS THIRD QUARTER 2008 RESULTS; REAFFIRMS EARNINGS GUIDANCE FOR THE YEAR • Net sales increased 1% vs. year ago to $484.6 million • Diluted EPS was stable vs. year ago at $.84 • Adjusted diluted EPS increased 4.6% vs. year ago to $.91 (s |
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| October 24, 2008 |
Filed by Bowne Pure Compliance UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 17, 2008 |
Altria’s Proposed Acquisition of UST Passes U.S. Regulatory Review Exhibit 99.1 NEWS RELEASE Altria’s Proposed Acquisition of UST Passes U.S. Regulatory Review RICHMOND, Va.- (BUSINESS WIRE) October 16, 2008 - Altria Group, Inc. (Altria) (NYSE: MO) and UST Inc. (UST) (NYSE: UST) today announced that the Federal Trade Commission has granted early termination of the initial waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and therefore |
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| October 17, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 17, 2008 (October 16, 2008) UST INC. (Exact name of registrant as specified in its charter) Delaware 0-17506 06-1193986 (State or other jurisdiction of incorporation or organi |
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| October 17, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 17, 2008 (October 16, 2008) UST INC. (Exact name of registrant as specified in its charter) Delaware 0-17506 06-1193986 (State or other jurisdiction of incorporation or organi |
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| October 17, 2008 |
Altria’s Proposed Acquisition of UST Passes U.S. Regulatory Review Exhibit 99.1 NEWS RELEASE Altria’s Proposed Acquisition of UST Passes U.S. Regulatory Review RICHMOND, Va.- (BUSINESS WIRE) October 16, 2008 - Altria Group, Inc. (Altria) (NYSE: MO) and UST Inc. (UST) (NYSE: UST) today announced that the Federal Trade Commission has granted early termination of the initial waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and therefore |
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| October 3, 2008 |
Altria and UST Provide Update on Potential Closing Date of Proposed Acquisition of UST Exhibit 99.1 Altria and UST Provide Update on Potential Closing Date of Proposed Acquisition of UST RICHMOND, Va.- (BUSINESS WIRE) October 3, 2008 - Altria Group, Inc. (Altria) (NYSE: MO) and UST Inc. (UST) (NYSE:UST) today announced that the companies have amended the September 7, 2008 agreement pursuant to which Altria has agreed to acquire all outstanding shares of UST. The amendment sets forth |
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| October 3, 2008 |
PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 3, 2008 |
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER Exhibit 1.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1, dated as of October 2, 2008 (this “Amendment”), by and among UST INC., a Delaware corporation (the “Company”), ALTRIA GROUP, INC., a Virginia corporation (“Parent”), and ARMCHAIR MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), is an amendment to that certain Agreem |
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| October 3, 2008 |
Altria and UST Provide Update on Potential Closing Date of Proposed Acquisition of UST Exhibit 99.1 Altria and UST Provide Update on Potential Closing Date of Proposed Acquisition of UST RICHMOND, Va.- (BUSINESS WIRE) October 3, 2008 - Altria Group, Inc. (Altria) (NYSE: MO) and UST Inc. (UST) (NYSE:UST) today announced that the companies have amended the September 7, 2008 agreement pursuant to which Altria has agreed to acquire all outstanding shares of UST. The amendment sets forth |
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| October 3, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 3, 2008 (October 2, 2008) UST INC. (Exact name of registrant as specified in its charter) Delaware 0-17506 06-1193986 (State or other jurisdiction of incorporation or organiza |
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| October 3, 2008 |
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER Exhibit 1.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1, dated as of October 2, 2008 (this “Amendment”), by and among UST INC., a Delaware corporation (the “Company”), ALTRIA GROUP, INC., a Virginia corporation (“Parent”), and ARMCHAIR MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), is an amendment to that certain Agreem |
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| October 3, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 3, 2008 (October 2, 2008) UST INC. (Exact name of registrant as specified in its charter) Delaware 0-17506 06-1193986 (State or other jurisdiction of incorporation or organiza |
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| September 9, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14A-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant □ Check the appropriate box: □ Preliminary Proxy Statement □ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) □ Definitive Proxy Statement □ Definitive Additional Materials þ Soliciting Materials Pursuant to Section 240. |
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| September 8, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 8, 2008 (September 7, 2008) UST INC. (Exact name of registrant as specified in its charter) Delaware 0-17506 06-1193986 (State or other jurisdiction of incorporation or orga |
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| September 8, 2008 |
Altria Group, Inc. Agrees to Acquire UST Inc., World’s Leading Moist Smokeless Tobacco Manufacturer, for $69.50 per Share in Cash § Creates a total tobacco platform with superior premium tobacco brands that includes Marlboro, Copenhagen, Skoal and Black & Mild § Accretive to adjusted diluted earnings per share within twelve months of closing § Generates estimated annual synergies of $250 million b |
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| September 8, 2008 |
Altria Group, Inc. Agrees to Acquire UST Inc., World’s Leading Moist Smokeless Tobacco Manufacturer, for $69.50 per Share in Cash § Creates a total tobacco platform with superior premium tobacco brands that includes Marlboro, Copenhagen, Skoal and Black & Mild § Accretive to adjusted diluted earnings per share within twelve months of closing § Generates estimated annual synergies of $250 million b |
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| September 8, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 8, 2008 (September 7, 2008) UST INC. (Exact name of registrant as specified in its charter) Delaware 0-17506 06-1193986 (State or other jurisdiction of incorporation or orga |
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| September 8, 2008 |
Exhibit 1.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among ALTRIA GROUP, INC., ARMCHAIR MERGER SUB, INC. and UST INC. Dated as of September 7, 2008 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1. The Merger 1 1.2. Closing 1 1.3. Effective Time 2 1.4. Effect of the Merger 2 ARTICLE II CERTIFICATE OF INCORPORATION AND BYLAWS OF THE SURVIVING CORPORATION 2.1. The Certificate of Incorporation 2 |
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| September 8, 2008 |
Exhibit 1.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among ALTRIA GROUP, INC., ARMCHAIR MERGER SUB, INC. and UST INC. Dated as of September 7, 2008 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1. The Merger 1 1.2. Closing 1 1.3. Effective Time 2 1.4. Effect of the Merger 2 ARTICLE II CERTIFICATE OF INCORPORATION AND BYLAWS OF THE SURVIVING CORPORATION 2.1. The Certificate of Incorporation 2 |
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| August 7, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q Filed by Bowne Pure Compliance Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 24, 2008 |
EXHIBIT 99.1 News and Information Thomas J. Fitzgerald Mark A. Rozelle Media Relations Investor Relations (203) 817-3549 (203) 817-3520 UST REPORTS SECOND QUARTER 2008 RESULTS; REAFFIRMS EARNINGS GUIDANCE FOR THE YEAR • Net sales $506.2 million, +3% vs. year ago • Diluted EPS $.94, +8.0% vs. year ago • Adjusted diluted EPS $.95, +5.6% vs. year ago (see table) • Total moist smokeless tobacco net ca |
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| July 24, 2008 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 24, 2008 UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of (Commission I.R.S. Employer incorporation |
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| June 11, 2008 |
6 High Ridge Park, Bldg. A, Stamford, CT 06905-1323 Tel. 203.817.3000 www.ustinc.com corresp 6 High Ridge Park, Bldg. A, Stamford, CT 06905-1323 Tel. 203.817.3000 www.ustinc.com June 11, 2008 VIA EDGAR AND BY OVERNIGHT COURIER U.S. Securities and Exchange Commission Division of Corporation Finance Attn: Rolaine S. Bancroft, Special Counsel 100 F. Street, N.E. Mail Stop 3561 Washington, D.C. 20549 Re: UST Inc. Form 10-K for the fiscal year ended December 31, 2007 Filed February 22, |
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| May 7, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 11-K FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 7, 2008 |
144 OMB APPROVAL OMB Number: 3235-0101 Expires: December 31, 2009 Estimated average burden hours per response. |
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| May 7, 2008 |
EX-10.2: AMENDMENT TO THE UST INC. DIRECTOR DEFERRAL PROGRAM Exhibit 10.2 Amendment to the UST Inc. Director Deferral Program The UST Inc. Director Deferral Program (the “Plan”) is amended effective May 6, 2008, by deleting paragraph 2.20 in Article II of the Plan in its entirety and inserting the following in lieu thereof: “2.20 Fair Market Value: The term, Fair Market Value, shall have the following meanings depending upon for what purpose Fair Market Val |
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| May 7, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 24, 2008 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 24, 2008 UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of (Commission I.R.S. Employe |
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| April 24, 2008 |
Exhibit 99.1 Thomas J. Fitzgerald Mark A. Rozelle Media Relations Investor Relations (203) 817-3549 (203) 817-3520 UST POSTS STRONG FIRST QUARTER 2008 RESULTS; RECONFIRMS 2008 GUIDANCE • Net sales $472.7 million, +5.7% vs. year ago • Diluted earnings per share $.83, +23.9% vs. year ago • Adjusted diluted earnings per share $.84, +12.0% vs. year ago (see table) • Total Moist Smokeless Tobacco net c |
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| March 24, 2008 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 24, 2008 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Co |
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| March 3, 2008 |
UST INC. 2005 LONG-TERM INCENTIVE PLAN REVISED NOTICE OF GRANT OF RESTRICTED STOCK EX-10.1 Exhibit 10.1 UST INC. 2005 LONG-TERM INCENTIVE PLAN REVISED NOTICE OF GRANT OF RESTRICTED STOCK This Revised Notice, which supercedes the Notice of Grant of Restricted Stock previously provided to the Participant with respect to the Target Number of Shares and Grant Date below, is to certify that the Participant named below has been granted the number of shares of Restricted Stock set fort |
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| March 3, 2008 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 26, 2008 UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of incorporation or organization) (Commi |
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| February 29, 2008 |
EX-4.1 Exhibit 4.1 First Supplemental Indenture between UST INC., as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated as of February 29, 2008 5.75% Senior Notes due 2018 TABLE OF CONTENTS ARTICLE ONE Definitions and Other Provisions of General Application 1 Section 1.1. General 1 Section 1.2. Definitions 1 ARTICLE TWO General Terms and Conditions of the Securities 4 Section 2.1. Designa |
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| February 29, 2008 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 26, 2008 UST Inc. (Exact name of registrant as specified in its charter) Delaware (Stated or other jurisdiction of incorporation) 0-17506 (Commission File Number) 06-1193 |
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| February 29, 2008 |
UST INC. 5.75% Senior Notes due 2018 UNDERWRITING AGREEMENT EX-1.1 Exhibit 1.1 UST INC. 5.75% Senior Notes due 2018 UNDERWRITING AGREEMENT February 26, 2008 February 26, 2008 To the Managers named in Schedule I hereto for the Underwriters named in Schedule II hereto Ladies and Gentlemen: UST Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are |
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| February 28, 2008 |
Table of Contents CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Amount of Title of Each Class of Amount to be Offering Price Aggregate Registration Securities to be Registered Registered per Security Offering Price Fee Debt Securities $ 300,000,000 100 % $ 300,000,000 $ 11,790 (1) (1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. |
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| February 26, 2008 |
SUBJECT TO COMPLETION, DATED FEBRUARY 26, 2008 PRELIMINARY PROSPECTUS SUPPLEMENT Table of Contents This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933. |
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| February 26, 2008 |
EX-12.1 Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges (unaudited — in thousands, except ratios) 2003 2004 2005 2006 2007 Interest Expense $ 83,884 $ 83,884 $ 62,984 $ 57,484 $ 57,977 Amortization of Capitalized Debt Costs 2,513 2,214 1,098 1,011 893 Interest Component of Leases(A) 3,215 3,450 3,134 3,022 5,872 Total Fixed Charges 89,612 89,548 67,216 61,517 64,742 Earnings from Co |
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| February 26, 2008 |
EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer I |
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| February 26, 2008 |
As filed with the Securities and Exchange Commission on February 26, 2008 ORIGINAL FILING ON FORM S-3ASR As filed with the Securities and Exchange Commission on February 26, 2008 Registration No. |
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| February 26, 2008 |
FREE WRITING PROSPECTUS Issuer Free Writing Prospectus, dated as of February 26, 2008 Filed pursuant to Rule 433 under the Securities Act of 1933 Registration Statement No. |
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| February 22, 2008 |
Table of Contents FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 22, 2008 |
EX-21 Exhibit 21 Parent and Subsidiaries UST Inc. is an independent corporation without a parent. It had the following significant subsidiaries as of December 31, 2007: Percentage of Ownership by UST Inc. or its Jurisdiction of Wholly Incorporation Owned or Registration Subsidiaries Name of Subsidiary or Affiliate International Wine & Spirits Ltd. Delaware 100 % Ste. Michelle Wine Estates Ltd. Was |
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| January 24, 2008 |
EX-99.1 Exhibit 99.1 News and Information Thomas J. Fitzgerald Mark A. Rozelle Media Relations Investor Relations (203) 817-3549 (203) 817-3520 UST POSTS RECORD VOLUME, SALES AND E.P.S. FOR THE FOURTH QUARTER AND FULL YEAR 2007 BEHIND STRONG FUNDAMENTALS Fourth Quarter 2007 • Net sales $532.9 million, +9.7% vs. year ago • Diluted earnings per share $.89, +4.7% vs. year ago • Adjusted diluted earni |
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| January 24, 2008 |
8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 24, 2008 UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of (Commission I.R.S. Employer incorporation or organiz |
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| December 20, 2007 |
EX-10.1: $200,000,000 BRIDGE CREDIT AGREEMENT EX-10.1 Exhibit 10.1 $200,000,000 BRIDGE CREDIT AGREEMENT, dated as of December 19, 2007, among UST INC., as the Borrower, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO, as the Lenders, MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent for the Lenders and LEHMAN BROTHERS INC., as Syndication Agent MORGAN STANLEY SENIOR FUNDING, INC. and LEHMAN BRO |
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| December 20, 2007 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 19, 2007 UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 State or other jurisdiction of incorporation or organiz |
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| December 19, 2007 |
EX-99.2 Exhibit 99.2 News and Information FOR IMMEDIATE RELEASE Thomas J. Fitzgerald Mark A. Rozelle Media Relations Investor Relations (203) 817-3549 (203) 817-3520 UST PRESENTS GROWTH PLANS AT ANNUAL INVESTOR CONFERENCE TO KEEP COMPANY ‘ON THE MOVE’ STAMFORD, Conn., Dec. 19, 2007 – At UST Inc.’s (NYSE: UST) annual investor meeting today in New York City, president and chief executive officer Mur |
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| December 19, 2007 |
EX-99.1 Exhibit 99.1 News and Information FOR IMMEDIATE RELEASE Thomas J. Fitzgerald Mark A. Rozelle Media Relations Investor Relations (203) 817-3549 (203) 817-3520 LAWRENCE J. RUISI ELECTED TO UST BOARD OF DIRECTORS STAMFORD, Conn., Dec. 14, 2007 – UST Inc. (NYSE: UST) announced today that Lawrence J. Ruisi has been elected to the company’s Board of Directors, effective January 1. Most recently, |
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| December 19, 2007 |
8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| December 13, 2007 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* UST INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 902911106 (CUSIP Number) November 30, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed: [X] Rule 1 |
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| December 5, 2007 |
FORM 144 OMB APPROVAL OMB Number: 3235-0101 Expires: December 31, 2009 Estimated average burden hours per response. |
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| November 13, 2007 |
144 OMB APPROVAL OMB Number: 3235-0101 Expires: December 31, 2009 Estimated average burden hours per response. |
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| November 7, 2007 |
EX-99.1 Exhibit 99.1 Thomas J. Fitzgerald Media Relations (203) 817-3549 Mark A. Rozelle Investor Relations (203) 817-3520 UST ANNOUNCES INCREASE TO SHARE REPURCHASE PLAN STAMFORD, Conn., Nov. 6, 2007 — UST Inc. (NYSE: UST) announced today that it plans to invest up to $350 million repurchasing its common shares in the fourth quarter of 2007, depending on market conditions. This represents a $300 |
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| November 7, 2007 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 6, 2007 UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of incorporation or organization) (C |
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| November 1, 2007 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 1, 2007 UST INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 0-17506 06-1193986 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| November 1, 2007 |
EX-99.1 EXHIBIT 99.1 Thomas J. Fitzgerald Mark A. Rozelle Media Relations Investor Relations (203) 817-3549 (203) 817-3520 UST CHAIRMAN VINCENT A. GIERER, JR. RETIRING, PRESIDENT AND CEO MURRAY S. KESSLER ELECTED CHAIRMAN STAMFORD, Conn., Nov. 1, 2007 — UST Inc. (NYSE: UST) announced today that Vincent A. Gierer, Jr. will retire as non-executive chairman of the UST Board of Directors, effective De |
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| November 1, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 25, 2007 |
8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 25, 2007 UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of incorporation or organization) (Commission File Numb |
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| October 25, 2007 |
EX-99.1 Exhibit 99.1 Thomas J. Fitzgerald Mark A. Rozelle Media Relations Investor Relations (203) 817-3549 (203) 817-3520 UST REPORTS THIRD QUARTER 2007 RESULTS; RAISES GUIDANCE ON STRONG FUNDAMENTALS • Diluted earnings per share $.84, +15.1% vs. year ago • Adjusted diluted earnings per share $.87, +13.0% vs. year ago (see table) • Total Moist Smokeless Tobacco net can volume +4.6% and Premium Mo |
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| September 13, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 11, 2007 UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of incorporation or organization) (Commissi |
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| September 6, 2007 |
RESPONSE LETTER September 6, 2007 VIA EDGAR (Correspondence) Mr. Michael Fay Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3561 RE: UST Inc. (the “Company”) — File No. 000-17506 Form 10-K: For the year ended December 31, 2006 (the “10-K”) Form 10-Q: For the interim period ended March 31, 2007 (the “10-Q”) Dea |
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| August 3, 2007 |
EX-10.2: FORM OF NOTICE OF GRANT AND RESTRICTED STOCK AGREEMENT EX-10.2 Exhibit 10.2 UST INC. 2005 LONG-TERM INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK This Notice is to certify that the Participant named below has been granted the number of shares of Restricted Stock set forth below under the UST Inc. 2005 Long-Term Incentive Plan (the “Plan”) and the terms and conditions set forth in this Notice and attached Restricted Stock Agreement (the “Agreement |
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| August 3, 2007 |
EX-10.1: FORM OF NOTICE OF GRANT AND STOCK OPTION AGREEMENT EX-10.1 Exhibit 10.1 UST INC. 2005 LONG-TERM INCENTIVE PLAN NOTICE OF GRANT OF STOCK OPTION This Notice is to certify that the Optionee named below has been granted the number of options set forth below under the UST Inc. 2005 Long-Term Incentive Plan (the “Plan”) and the terms and conditions set forth in this Notice and attached Nonstatutory Stock Option Agreement (the “Agreement”). This Notice i |
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| August 3, 2007 |
144 1 y37951ae144.htm FORM 144 OMB APPROVAL OMB Number: 3235-0101 Expires: December 31, 2009 Estimated average burden hours per response...2.00 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER WORK LOCATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for |
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| August 3, 2007 |
8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 2, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 2, 2007 |
EX-2.1: INTEREST PURCHASE AGREEMENT EX-2.1 Exhibit 2.1 INTEREST PURCHASE AGREEMENT by and among STAG’S LEAP WINE CELLARS, STAG’S LEAP VINEYARDS, L P, RAINBOWDAY, LLC, THE SELLERS LISTED HEREIN and MICHELLE-ANTINORI, LLC Dated as of July 27, 2007 TABLE OF CONTENTS Page 1. PURCHASE AND SALE OF INTERESTS 1 1.1 Purchase and Sale of Interests 1 1.2 Consideration for Interests 1 1.3 Escrow 2 1.4 Closing 2 1.5 Combination 2 2. REPRESENTATI |
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| August 2, 2007 |
EX-10.4: AMENDMENT TO THE UST INC. LONG-TERM INCENTIVE PLAN EX-10.4 Exhibit 10.4 Amendment to the UST Inc. 2005 Long-Term Incentive Plan The UST Inc. 2005 Long-Term Incentive Plan (the “Plan”) is amended effective August 2, 2007, by deleting section 2(l) of the Plan in its entirety and inserting the following in lieu thereof: (l) “Fair Market Value” on any date means the closing sales price per share of Common Stock as reported on the New York Stock Exchan |
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| July 26, 2007 |
8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 26, 2007 UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of incorporation or organization) (Commi |
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| July 26, 2007 |
EX-99.1 Thomas J. Fitzgerald Mark A. Rozelle Media Relations Investor Relations (203) 622-3549 (203) 622-3520 UST REPORTS SECOND QUARTER 2007 RESULTS; RAISES GUIDANCE ON STRONG FUNDAMENTALS • GAAP diluted EPS $.87, +4.8% vs. year ago • Adjusted non-GAAP diluted EPS $.90, +8.4% vs. year ago (see table) • Higher than projected premium MST net can sales growth, +1.5% vs. year ago • Strong MST categor |
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| July 23, 2007 |
8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| July 23, 2007 |
EX-10.1: AGREEMENT BETWEEN UST INC AND RAYMOND P. SILCOCK EX-10.1 July 20, 2007 Raymond P. Silcock 1449 Wynkoop Street, Apt. 204 Denver, CO 80202 Dear Raymond: UST Inc. (“UST” or the “Company”) is pleased to provide you with this letter agreement (the “Agreement”). The Board of Directors of UST (the “Board of Directors” or the “Board”) considers it essential to the best interests of the Company and the interests of UST’s stockholders to foster the contin |
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| July 23, 2007 |
EX-99.1 Thomas J. Fitzgerald Mark A. Rozelle Media Relations Investor Relations (203) 622-3549 (203) 622-3520 UST NAMES RAYMOND P. SILCOCK SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER GREENWICH, Conn., July 23, 2007 – UST Inc. (NYSE: UST) announced today that Raymond P. Silcock, age 56, a finance executive with global consumer products experience, will join the company next month as senior vi |
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| July 3, 2007 |
EX-10.1: REVOLVING CREDIT AGREEMENT EX-10.1 EXECUTION COPY $300,000,000 FIVE-YEAR REVOLVING CREDIT AGREEMENT, dated as of June 29, 2007, among UST INC., as the Borrower, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO, as the Lenders, CITIBANK, N.A., as the Administrative Agent for the Lenders, and THE BANK OF NOVA SCOTIA CALYON NEW YORK BRANCH, PNC BANK, NATIONAL ASSOCIATION, US BANK, NATIONAL ASSO |
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| July 3, 2007 |
8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| June 27, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 11-K 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 7, 2007 |
NOTICE OF PROPOSED SALE OF SECURITIES OMB APPROVAL OMB Number: 3235-0101 Expires: December 31, 2009 Estimated average burden hours per response. |
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| May 4, 2007 |
UST INC. 2005 LONG-TERM INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK EX-10.1 Exhibit 10.1 UST INC. 2005 LONG-TERM INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK This Notice is to certify that the Participant named below has been granted the number of shares of Restricted Stock set forth below under the UST Inc. 2005 Long-Term Incentive Plan (the “Plan”) and the terms and conditions set forth in this Notice and attached Restricted Stock Agreement (the “Agreement |
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| May 4, 2007 |
UST SETTLES LAST MAJOR ANTITRUST CASE — RECONFIRMS GUIDANCE Exhibit 99.1 FOR IMMEDIATE RELEASE Mark A. Rozelle Media and Investor Relations (203) 622-3520 UST SETTLES LAST MAJOR ANTITRUST CASE — RECONFIRMS GUIDANCE GREENWICH, Conn., May 4, 2007 — UST Inc. (NYSE: UST) announced today that the Company has settled its last significant remaining indirect purchaser antitrust case. As stated in the Company’s first quarter earnings release issued on April 26, 200 |
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| May 4, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 4, 2007 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 30, 2007 UST INC. (Exact name of Company as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of (Commission I.R.S. Employer incorporat |
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| May 4, 2007 |
EX-3.1: RESTATED CERTIFICATE OF INCORPORATION EX-3.1 Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF UST INC. Pursuant to Section 245 of the General Corporation Law of the State of Delaware UST INC., a Delaware corporation organized under that name on December 23, 1986 does hereby restate and integrate, without further amendment, pursuant to Section 245 of the General Corporation Law of the State of Delaware, its Certificate of Incorpora |
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| April 26, 2007 |
8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 20, 2007 UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of incorporation or organization) (Comm |
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| April 26, 2007 |
EX-99.1 News and Information Contact: Mark A. Rozelle (203) 622-3520 UST REPORTS FIRST QUARTER 2007 RESULTS: RETURNS TO GROWTH, RAISES GUIDANCE, INCREASES SHARE REPURCHASE PLAN • GAAP diluted EPS $1.03, +45.1% vs. year ago • Adjusted non-GAAP diluted EPS $.75, +4.2% vs. year ago (see table) • Premium moist smokeless tobacco net can sales growth continues, +1.4% vs. year ago • Strong MST category g |
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| April 6, 2007 |
EX-10.1: NON-COMPETITION AND RELEASE AGREEMENT EX-10.1 EXHIBIT 10.1 NON-COMPETITION AND RELEASE AGREEMENT This Non-Competition and Release Agreement (the “Agreement”) by and between UST Inc., a Delaware corporation (“UST” or the “Company”), and Robert T. D’Alessandro (the “Executive”), is entered into effective as of April 6, 2007, (the “Effective Date”). WHEREAS, the Executive has been employed by the Company as its Senior Vice President and |
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| April 6, 2007 |
EX-10.2: FORM OF NOTICE OF GRANT AND RESTRICTED STOCK AGREEMENT Exhibit 10.2 UST INC. 2005 LONG-TERM INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK This Notice is to certify that the Participant named below has been granted the number of shares of Restricted Stock set forth below under the UST Inc. 2005 Long-Term Incentive Plan (the “Plan”) and the terms and conditions set forth in this Notice and attached Restricted Stock Agreement (the “Agreement”) . Thi |
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| April 6, 2007 |
8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| March 26, 2007 |
NOTICE OF ANNUAL MEETING Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 15, 2007 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 14, 2007 UST INC. (Exact name of Company as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of incorporation or organization) (Commission |
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| March 15, 2007 |
EX-99.1 FOR IMMEDIATE RELEASE Mark A. Rozelle Media and Investor Relations (203) 622-3520 UST ANNOUNCES ROBERT T. D’ALESSANDRO TO RETIRE AS CFO GREENWICH, Conn., Mar. 14, 2007 — UST Inc. (NYSE: UST), announced today that Robert T. D’Alessandro, chief financial officer, will be retiring from the Company. The Company has commenced a search to identify a successor. In the interim, Mr. D’Alessandro’s |
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| February 23, 2007 |
NOTICE OF ANNUAL MEETING Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 23, 2007 |
EX-21: SUBSIDIARIES OF UST INC EX-21 Exhibit 21 Parent and Subsidiaries UST Inc. is an independent corporation without a parent. It had the following significant subsidiaries as of December 31, 2006: Percentage of Ownership by UST Inc. or its Jurisdiction of Wholly Incorporation Owned or Registration Subsidiaries Name of Subsidiary or Affiliate International Wine & Spirits Ltd. Delaware 100% Ste. Michelle Wine Estates Ltd. Wash |
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| February 23, 2007 |
EX-10.26: AMENDMENT TO THE LONG-TERM INCENTIVE PLAN EX-10.26 Exhibit 10.26 Amendment to the UST Inc. 2005 Long-Term Incentive Plan The UST Inc. 2005 Long-Term Incentive Plan (the “Plan”) is amended effective December 7, 2006, by deleting section 10 of the Plan in its entirety and inserting the following in lieu thereof: 10. Dilution and Other Adjustments. If any change in corporate capitalization, such as a stock split, reverse stock split, or stoc |
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| February 23, 2007 |
Table of Contents FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 14, 2007 |
SC 13G 1 ustinc.htm UST INC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* UST INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 902911106 (CUSIP Number) December 31, 2006 (Date of Ev |
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| February 14, 2007 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* UST Inc. - (Name of Issuer) Common Stock, no par value - (Title of Class of Securities) 90291116 - (CUSIP Number) May 12, 2004 - (Date of Event which Requires Filing of this Statement) Check |
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| February 9, 2007 |
Schedule 13G OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response . |
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| February 6, 2007 |
144 1 y29964e144.htm FORM 144 OMB APPROVAL OMB Number: 3235-0101 Expires: December 31, 2009 Estimated average burden hours per response...4.47 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER WORK LOCATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for |
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| February 2, 2007 |
8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) February 1, 2007: UST INC. (Exact name of Company as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of incorporation or organization) (Commi |
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| February 2, 2007 |
EX-99.1 Exhibit 99.1 News and Information Mark A. Rozelle Media Relations (203) 622-3520 UST ANNOUNCES AGREEMENT TO SELL ITS GREENWICH, CONN. HEADQUARTERS GREENWICH, Conn., Feb. 2, 2007 – UST Inc. (NYSE: UST), has entered into a definitive agreement to sell its corporate headquarters located in Greenwich, Conn. for $130 million to Antares Investment Partners, LLC. The transaction is expected to cl |
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| February 2, 2007 |
EX-10.1: PURCHAEE AND SALE AGREEMENT EX-10.1 Exhibit 10.1 PURCHASE AND SALE AGREEMENT BY AND BETWEEN UST Inc. as Seller, AND ANTARES 100WP LLC, as Purchaser pertaining to 100 West Putnam Avenue Greenwich, Connecticut January 31, 2007 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 References; Exhibits and Schedules 5 ARTICLE II AGREEMENT OF PURCHASE AND SALE 5 Section 2.1 Agreement 5 Section 2.2 Indivi |
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| January 25, 2007 |
EX-99.1 News and Information Mark A. Rozelle Investor Relations (203) 622-3520 UST REPORTS STRONGER THAN ANTICIPATED RESULTS FOR THE YEAR 2006 GREENWICH, Conn., Jan. 25, 2007 – UST Inc. (NYSE: UST) today reported stronger than anticipated results for the fourth quarter and year 2006 primarily driven by continued improvement in premium moist smokeless tobacco net unit volume, record sales and opera |
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| January 25, 2007 |
8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 25, 2007 UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of incorporation or organization) (Co |
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| January 4, 2007 |
FORM 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0-17506 UST INC. NYSE Arca, Inc. (formerly known as the Pacific Stock Exchange)1 (Exact name of Issuer as specified in its charter, and name of Exchange where security is l |
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| December 11, 2006 |
UST INC. 2005 LONG-TERM INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK EX-10.2 Exhibit 10.2 UST INC. 2005 LONG-TERM INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK This Notice is to certify that the Participant named below has been granted the number of shares of Restricted Stock set forth below under the UST Inc. 2005 Long-Term Incentive Plan (the “Plan”) and the terms and conditions set forth in this Notice and attached Restricted Stock Agreement (the “Agreement |
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| December 11, 2006 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 6, 2006 UST INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 0-17506 06-1193986 (State or Other Jurisdiction of (Commission I.R.S. Employer Incorporat |
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| December 11, 2006 |
EX-10.1 Exhibit 10.1 December 7, 2006 Murray S. Kessler President and Chief Operating Officer UST Inc. 100 West Putnam Avenue Greenwich, CT 06830 Dear Murray: UST Inc. (“UST” or the “Company”) is pleased to provide you with this letter agreement (the “Agreement”) regarding the terms and conditions related to your employment with the Company. The Board of Directors of UST (the “Board of Directors” |
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| November 6, 2006 |
FORM 144 OMB APPROVAL OMB Number: 3235-0101 Expires: December 31, 2006 Estimated average burden hours per response. |
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| November 3, 2006 |
UST INC. 2005 LONG-TERM INCENTIVE PLAN NOTICE OF GRANT OF STOCK OPTION Exhibit 10.1 UST INC. 2005 LONG-TERM INCENTIVE PLAN NOTICE OF GRANT OF STOCK OPTION This Notice is to certify that the Optionee named below has been granted the number of options set forth below under the UST Inc. 2005 Long-Term Incentive Plan (the “Plan”) and the terms and conditions set forth in this Notice and attached Nonstatutory Stock Option Agreement (the “Agreement”). This Notice is subjec |
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| November 3, 2006 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 2, 2006 UST INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 0-17506 06-1193986 (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorpora |
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| November 3, 2006 |
EX-99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contacts: Michael G. Bazinet Mark A. Rozelle Media Relations Investor Relations 203-622-3549 203-622-3520 MURRAY S. KESSLER ELECTED CHIEF EXECUTIVE OFFICER, UST; VINCENT A. GIERER, JR. TO SERVE AS NON-EXECUTIVE CHAIRMAN GREENWICH, Conn., Nov. 2, 2006 – UST Inc. (NYSE: UST) announced today that Murray S. Kessler, 47, has been elected chief executive office |
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| November 3, 2006 |
EX-3.1 Exhibit 3.1 UST INC. By-Laws Adopted on December 23, 1986 Amended and Restated effective October 22, 1998 Amended August 4, 2005 Amended and Restated effective January 1, 2007 BY-LAWS OF UST Inc. (hereinafter called the “Corporation”) ARTICLE I OFFICES SECTION 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of De |
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| November 2, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 26, 2006 |
FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 26, 2006 UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of (Commission I.R.S. Employer incorporation or or |
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| October 26, 2006 |
EX-99.1 Michael G. Bazinet Mark A. Rozelle Media Relations Investor Relations (203) 622-3549 (203) 622-3520 UST REPORTS THIRD QUARTER 2006 DILUTED E.P.S. OF $.73, INCLUSIVE OF $.04 NET IMPACT OF RESTRUCTURING CHARGES AND DISCONTINUED OPERATIONS GREENWICH, Conn., Oct. 26, 2006 – “Premium moist smokeless tobacco net can sales for the third quarter 2006 increased 0.7 percent,” said UST Inc. (NYSE: US |
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| September 18, 2006 |
8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
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| September 6, 2006 |
FORM 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 3, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended June 30, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number |
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| August 3, 2006 |
FORM 144 OMB APPROVAL OMB Number: 3235-0101 Expires: December 31, 2006 Estimated average burden hours per response. |
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| July 27, 2006 |
EX-99.1 News and Information Michael G. Bazinet Mark A. Rozelle Media Relations Investor Relations (203) 622-3549 (203) 622-3520 UST REPORTS SECOND QUARTER 2006 DILUTED E.P.S. OF $.83, INCREASES 2006 GUIDANCE AND ANNOUNCES PROJECT MOMENTUM, A $100+ MILLION COST REDUCTION PLAN GREENWICH, Conn., July 27, 2006 – UST Inc. (NYSE: UST) today announced that results for the second quarter 2006 exceeded th |
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| July 27, 2006 |
FORM 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 27, 2006 UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of incorporation or organization) ( |
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| June 27, 2006 |
SEVERANCE AGREEMENT Exhibit 10.2 June 23, 2006 Daniel W. Butler U.S. Smokeless Tobacco Company 100 West Putnam Avenue Greenwich, CT 06830 Dear Dan: U.S. Smokeless Tobacco Company (the “Company”), a wholly owned subsidiary of UST Inc. (“UST”), is pleased to provide you with this letter agreement (the “Agreement”). The Board of Directors of UST (the “Board of Directors” or the “Board”) considers it |
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| June 27, 2006 |
Exhibit 10.3 June 23, 2006 Theodor Baseler Ste. Michelle Wine Estates Ltd. 14111 N.E. 145th St. Woodinville, Washington 98072 Dear Ted: International Wine & Spirits Ltd. (“the Company”), a wholly owned subsidiary of UST Inc. (“UST”), is pleased to provide you with this letter agreement (the “Agreement”). The Board of Directors of UST (the “Board of Directors” or the “Board”) considers it essential |
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| June 27, 2006 |
Exhibit 10.1 June 23, 2006 Robert T. D’Alessandro Senior Vice President & Chief Financial Officer UST Inc. 100 West Putnam Avenue Greenwich, CT 06830 Dear Bob: UST Inc. (“UST” or the “Company”) is pleased to provide you with this letter agreement (the “Agreement”). The Board of Directors of UST (the “Board of Directors” or the “Board”) considers it essential to the best interests of the Company an |
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| June 27, 2006 |
EX-10.4: FORM OF NOTICE OF GRANT Exhibit 10.4 UST INC. 2005 LONG-TERM INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK This Notice is to certify that the Participant named below has been granted the number of shares of Restricted Stock set forth below under the UST Inc. 2005 Long-Term Incentive Plan (the “Plan”) and the terms and conditions set forth in this Notice and attached Restricted Stock Agreement (the “Agreement”). This |
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| June 27, 2006 |
FORM 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 4, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 11-K e11vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 4, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number |
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| April 27, 2006 |
OMB APPROVAL OMB Number: 3235-0101 Expires: December 31, 2006 Estimated average burden hours per response. |
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| April 25, 2006 |
Exhibit 99.1 Michael G. Bazinet Mark A. Rozelle Media Relations Investor Relations (203) 622-3549 (203) 622-3520 UST REPORTS FIRST QUARTER 2006 DILUTED EARNINGS PER SHARE OF $.71 GREENWICH, Conn., Apr. 25, 2006 – UST Inc. (NYSE: UST) today announced that its increased investment in accelerated category growth and premium brand loyalty initiatives for the Company’s moist smokeless tobacco products |
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| April 25, 2006 |
FORM 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 25, 2006 UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of incorporation or organization) |
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| April 21, 2006 |
DEFA14A 1 y20075defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Con |
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| April 10, 2006 |
EX-10.1: DIRECTOR DEFERRAL PROGRAM Exhibit 10.1 UST INC. DIRECTOR DEFERRAL PROGRAM Effective as of April 7, 2005 TABLE OF CONTENTS Page ARTICLE I — INTRODUCTION 1 ARTICLE II — DEFINITIONS 2 2.01 Account: 2 2.02 Act: 2 2.03 Adjusted Holdings: 2 2.04 Annual Award: 2 2.05 Beneficiary: 2 2.06 Board Year: 3 2.07 Change in Control: 3 2.08 Code: 4 2.09 Common Stock Holding Determination Date: 4 2.10 Common Stock Holding Requirement: 4 2.1 |
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| April 10, 2006 |
8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| March 23, 2006 |
DEF 14A 1 y17022dpdef14a.htm NOTICE OF ANNUAL MEETING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy |
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| February 24, 2006 |
FORM 10-K FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 24, 2006 |
EX-21 Exhibit 21 Parent and Subsidiaries UST Inc. is an independent corporation without a parent. It had the following significant subsidiaries as of December 31, 2005: Percentage of Ownership by UST Inc. or its Jurisdiction of Wholly Incorporation Owned Name of Subsidiary or Affiliate or Registration Subsidiaries International Wine & Spirits Ltd. Delaware 100% Ste. Michelle Wine Estates Ltd. Wash |
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| February 7, 2006 |
Schedule 13G OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response . |
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| January 26, 2006 |
EX-99.1 2 y16866exv99w1.htm EX-99.1: PRESS RELEASE Michael G. Bazinet Mark A. Rozelle Media Relations Investor Relations (203) 622-3549 (203) 622-3520 UST REPORTS DILUTED EARNINGS PER SHARE OF $3.23 FOR 2005 GREENWICH, Conn., Jan. 26, 2006 — UST Inc. (NYSE: UST) today announced that for the year ended Dec. 31, 2005, record results were achieved in net sales, net earnings and diluted earnings per s |
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| January 26, 2006 |
FORM 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 26, 2006 UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of (Commission I.R.S. Employer i |
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| December 14, 2005 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Michael G. Bazinet Media Relations (203) 622-3549 Mark A. Rozelle Investor Relations (203) 622-3520 UST DETAILS PLANS TO PUT COMPANY BACK ON GROWTH PATH BY SIGNIFICANT INVESTMENT IN PREMIUM MST BRAND LOYALTY AND FUTHER INVESTMENT IN CATEGORY GROWTH Company reaffirms diluted EPS range of $3.20 to $3.25 for 2005; $3.00 to $3.14 for 2006 GREENWICH, Conn., De |
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| December 14, 2005 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 14, 2005 UST INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 0-17506 06-1193986 (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorpor |
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| December 13, 2005 |
FORM 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| December 13, 2005 |
EX-10.1: FORM OF AMENDMENT TO OPTION AWARD AGREEMENT EX-10.1 Exhibit 10.1 [UST Inc. Letterhead] [Date] [Name] [Address] [Address] Re: Amendment of Option Award Agreement(s) Dear : I am pleased to advise you, that the Board of Directors of UST Inc. (“UST” or the “Company”) has decided to accelerate the vesting of all outstanding stock options awarded under the UST Inc. Amended and Restated Stock Incentive Plan and the UST Inc. 1992 Stock Option Plan |
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| December 13, 2005 |
EX-10.2: FORM OF 2005 LONG-TERM INCENTIVE PLAN EX-10.2 Exhibit 10.2 UST Inc. 2005 Long-Term Incentive Plan 1. Purposes. The purposes of this Plan are to further the long-term growth in earnings of UST Inc. (the “Company”) and its subsidiaries by providing incentives to those persons with significant responsibility for such growth, to associate the interests of such persons with those of the Company’s stockholders, to assist the Company in recr |
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| December 13, 2005 |
EX-10.4: FORM OF NOTICE OF GRANT AND STOCK OPTION AGREEMENT EX-10.4 Exhibit 10.4 UST INC. 2005 LONG-TERM INCENTIVE PLAN NOTICE OF GRANT OF STOCK OPTION This Notice is to certify that the Optionee named below has been granted the number of options set forth below under the UST Inc. 2005 Long-Term Incentive Plan (the “Plan”) and the terms and conditions set forth in this Notice and attached Nonstatutory Stock Option Agreement (the “Agreement”). This Notice i |
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| December 13, 2005 |
EX-10.3: FORM OF NOTICE OF GRANT AND RESTRICTED STOCK AGREEMENT EX-10.3 Exhibit 10.3 UST INC. 2005 LONG-TERM INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK This Notice is to certify that the Participant named below has been granted the number of shares of Restricted Stock set forth below under the UST Inc. 2005 Long-Term Incentive Plan (the “Plan”) and the terms and conditions set forth in this Notice and attached Restricted Stock Agreement (the “Agreement |
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| November 14, 2005 |
144 1 y14804e144.htm FORM 144 OMB APPROVAL OMB Number: 3235-0101 Expires: December 31, 2006 Estimated average burden hours per response...2.0 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER WORK LOCATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for f |
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| November 8, 2005 |
EX-10.1: RETENTION BONUS AGREEMENT EXHIBIT 10.1 Exhibit 10.1 RETENTION BONUS AGREEMENT THIS RETENTION BONUS AGREEMENT (the “Agreement”), effective as of November 3, 2005 (the “Effective Date”), is between UST Inc., a Delaware corporation (the “Company”), and Vincent A. Gierer, Jr. (the “Executive”). WHEREAS, the Executive and the Company are parties to an employment agreement dated July 23, 1987 (the “Employment Agreement”); and WH |
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| November 8, 2005 |
EX-10.2: AMENDMENT TO AGREEMENT EXHIBIT 10.2 Exhibit 10.2 [UST INC. Letterhead] November 3, 2005 Mr. Murray S. Kessler President U.S. Smokeless Tobacco Company 100 West Putnam Avenue Greenwich, CT 06830 Dear Mr. Kessler: The Board of Directors of UST Inc. (“UST”) and the Board of Directors of U.S. Smokeless Tobacco Company (the “Company”), a wholly owned subsidiary of UST, (together, the “Boards of Directors” or the “Board”) hav |
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| November 8, 2005 |
FORM 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| November 3, 2005 |
EXHIBIT 3.2 Exhibit 3.2 UST By-Laws Adopted on December 23, 1986 Amended and Restated effective October 22, 1998 Amended August 4, 2005 BY-LAWS OF UST Inc. (hereinafter called the “Corporation”) ARTICLE I OFFICES SECTION 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. SECTION 2. Other Offices. The Corporati |
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| November 3, 2005 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q QUARTERLY REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 27, 2005 |
EX-99.1 Exhibit 99.1 Michael G. Bazinet Mark A. Rozelle Media Relations Investor Relations (800) 878-0549 (203) 622-3520 UST REPORTS THIRD QUARTER 2005 DILUTED EPS OF $.80; REAFFIRMS 2005 DILUTED EPS GUIDANCE OF $3.20 - $3.25; PROVIDES 2006 GUIDANCE BASED ON ENHANCED LOYALTY STRATEGY FOR MOIST SMOKELESS TOBACCO GREENWICH, Conn., Oct. 27, 2005 – UST Inc. (NYSE: UST) today announced that for the thi |
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| October 27, 2005 |
8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 27, 2005 UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of incorporation or organization) (Commission File Numb |
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| August 10, 2005 |
8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 10, 2005 |
EX-3.1 EXHIBIT 3.1 Previously, Sections 1 and 4, respectively, of ARTICLE V of the Amended and Restated By-Laws of UST Inc. (the “Company”) read as follows: “SECTION 1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chairman of the Board of Directors, the Vice Chairman or the President and (ii |
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| August 10, 2005 |
EX-10.1: FORM OF INDEMNIFICATION AGREEMENT EX-10.1 EXHIBIT 10.1 UST INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made and effective as of August 4, 2005 by and between UST Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to in |
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| August 4, 2005 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 4, 2005 |
144 1 y11574e144.htm FORM 144 OMB APPROVAL OMB Number: 3235-0101 Expires: December 31, 2006 Estimated average burden hours per response...2.0 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER WORK LOCATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for f |
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| July 28, 2005 |
EXHIBIT 99.1 EXHIBIT 99.1 Michael G. Bazinet Mark A. Rozelle Media Relations Investor Relations (800) 878-0549 (203) 622-3520 UST REPORTS SECOND QUARTER DILUTED EPS OF $.82 AND REAFFIRMS EARNINGS GUIDANCE FOR THE YEAR GREENWICH, Conn., July 28, 2005 — UST Inc. (NYSE: UST) today announced that for the quarter ended June 30, 2005, net sales increased 3.3 percent to $480.1 million, operating income d |
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| July 28, 2005 |
FORM 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 28, 2005 UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of incorporation or organization) ( |
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| June 28, 2005 |
8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 5, 2005 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 11-K FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 11-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-17506 A: Full title |
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| May 5, 2005 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 5, 2005 |
As filed with the Securities and Exchange Commission on May 5, 2005 Table of Contents As filed with the Securities and Exchange Commission on May 5, 2005 Registration No. |
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| May 4, 2005 |
FORM 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 4, 2005 (May 3, 2005) UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of incorporation or org |
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| April 26, 2005 |
EX-99.1 EXHIBIT 99.1 Michael G. Bazinet Mark A. Rozelle Media Relations Investor Relations (800) 878-0549 (203) 622-3520 UST REPORTS FIRST QUARTER 2005 RESULTS GREENWICH, Conn., April 26, 2005 – UST Inc. (NYSE: UST) today announced that for the quarter ended March 31, 2005, net sales increased 1.7 percent to $440.5 million and net earnings of $121.8 million and diluted earnings per share of $.73 w |
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| April 26, 2005 |
UST INC. Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 26, 2005 UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of incorporation or organization) |
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| April 13, 2005 |
FORM 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 13, 2005 (April 7, 2005) UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of incorporation o |
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| April 13, 2005 |
EX-10.1: SUMMARY OF DIRECTOR DEFERRAL PLAN EXHIBIT 10.1 Exhibit 10.1 Summary of Non-employee Director Deferral Plan • Automatic Deferrals of Annual Stock Awards: Annual Stock Awards under the UST Inc. 2005 Long-Term Incentive Plan made to non-employee directors who have not met the holding requirement with respect to UST Inc. stock (i.e., five times the annual cash retainer) are deferred automatically to the extent that such holding requir |
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| April 7, 2005 |
UST INC. SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Addi |
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| March 23, 2005 |
DEF 14A 1 y05731def14a.htm UST INC. SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy St |
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| March 4, 2005 |
FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 4, 2005 |
EX-21: Exhibit 21 Parent and Subsidiaries UST Inc. is an independent corporation without parent. It had the following significant subsidiaries as of December 31, 2004: Percentage of Ownership by Jurisdiction of UST or its Incorporation Wholly Owned Name of Subsidiary or Affiliate or Registration Subsidiaries International Wine & Spirits Ltd. Delaware 100 % Ste. Michelle Wine Estates Ltd. Washingto |
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| February 22, 2005 |
EX-10.2 FORM OF NONEMPLOYEE DIRECTOR STOCK OPTION AGREEMENT EXHIBIT 10.2 EXHIBIT 10.2 UST INC. NONEMPLOYEE DIRECTORS’ STOCK OPTION PLAN NONSTATUTORY STOCK OPTION AGREEMENT NONSTATUTORY STOCK OPTION AGREEMENT, entered into pursuant to the UST Inc. Nonemployee Directors’ Stock Option Plan (the “Plan”), between UST Inc., a Delaware corporation (the “Company”), and NAME, a Director (the “Director”) of the Company. WHEREAS, the Company desires, by affording the |
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| February 22, 2005 |
EX-10.1 SUMMARY OF NONEMPLOYEE DIRECTOR COMPENSATION EXHIBIT 10.1 EXHIBIT 10.1 SUMMARY OF NONEMPLOYEE DIRECTOR COMPENSATION Effective as of January 1, 2005, nonemployee directors will receive the following annual retainer: • $77,000 paid in cash in monthly installments; and • $75,000 paid in Company common stock to be awarded on the first business day after the annual meeting under the Company’s 2005 Long-Term Incentive Plan, subject to the approval |
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| February 22, 2005 |
FORM 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 22, 2005 (February 16, 2005) UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of incorpor |
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| February 9, 2005 |
EX-10.1: SUBSEQUENT AGREEMENT BETWEEN UST AND R.H. VERHEIJ EXHIBIT 10.1 EXHIBIT 10.1 SUBSEQUENT AGREEMENT This Subsequent Agreement (this “Agreement”) by and between UST Inc., a Delaware corporation (the “Company”), and Richard H. Verheij (the “Executive”), is entered into effective as of January 10, 2005 (the “Effective Date”). WHEREAS, the Executive has been employed by the Company as its Executive Vice President and General Counsel; and WHEREAS, the Ex |
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| February 9, 2005 |
UST INC. Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 9, 2005 (February 8, 2005) UST INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17506 06-1193986 (State or other jurisdiction of incorporat |
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| January 27, 2005 |
UST INC. Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 27, 2005 UST Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-17506 06-1193986 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 27, 2005 |
EX-99.1 EXHIBIT 99.1 Michael G. Bazinet Mark A. Rozelle Media Relations Investor Relations (800) 878-0549 (203) 622-3520 UST REPORTS RECORD RESULTS IN NET SALES, NET EARNINGS AND DILUTED EARNINGS PER SHARE FOR 2004 GREENWICH, Conn., Jan. 27, 2005 – UST Inc. (NYSE: UST) today announced that for the year ended Dec. 31, 2004, net sales increased 6.1 percent to a record $1.838 billion and net earnings |
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| January 7, 2005 |
FORM OF NOTICE OF GRANT AND RESTRICTED STOCK AGREEMENT EX-10.1 Exhibit 10.1 UST INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK This Notice is to certify that the Participant named below has been granted the number of shares of Restricted Common Stock set forth below under the terms and conditions set forth in this Notice. This Notice is subject to and incorporates by reference the terms and conditions of the Restric |
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| January 7, 2005 |
FORM 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 3, 2005 UST Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-17506 06-1193986 (State or Other Jurisdiction (Commission File Number) (I.R.S. |
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| December 8, 2004 |
FORM 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 8, 2004 UST Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-17506 06-1193986 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| November 9, 2004 |
UST INC./VINCENT A. GIERER, JR. OMB APPROVAL OMB Number: 3235-0101 Expires: December 31, 2006 Estimated average burden hours per response...2.0 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER WORK LOCATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for |
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| November 4, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended September 30, 2004 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Nu |
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| November 2, 2004 |
FORM 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 27, 2004 UST Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 06-1193986 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employe |
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| November 2, 2004 |
EX-10.1 FORM OF NOTICE OF GRANT AND RESTRICTED STOCK AGREEMENT EXHIBIT 10.1 Exhibit 10.1 UST INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK This Notice is to certify that the Participant named below has been granted the number of shares of Restricted Stock set forth below under the UST Inc. Amended and restated Stock Incentive Plan (the “Plan”) and the terms and conditions set forth in this Notice and attached Restricted St |
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| October 21, 2004 |
EXHIBIT 99.1 EXHIBIT 99.1 Michael G. Bazinet Mark A. Rozelle Media Relations Investor Relations (800) 878-0549 (203) 622-3520 UST REPORTS 8 PERCENT INCREASE IN THIRD QUARTER 2004 DILUTED EPS AND RAISES FORECAST FOR THE YEAR GREENWICH, Conn., Oct. 21, 2004 – UST Inc. (NYSE: UST) today announced that for the third quarter 2004, net sales increased 6.3 percent to $462 million, operating income increa |
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| October 21, 2004 |
FORM 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 21, 2004 UST Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-17506 06-1193986 (State or Other Jurisdiction (Commission File Number) (I.R.S. |
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| September 16, 2004 |
EXHIBIT 10.3 Exhibit 10.3 September 13, 2004 Mr. Murray S. Kessler President U.S. Smokeless Tobacco Company 100 West Putnam Avenue Greenwich, CT 06830 Dear Mr. Kessler: U.S. Smokeless Tobacco Company (the “Company”), a wholly owned subsidiary of UST Inc. (“UST”) is pleased to provide you with this letter agreement (the “Agreement”). The Board of Directors of the Company and the Board of Directors |
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| September 16, 2004 |
EX-10.1: FORM OF NOTICE OF GRANT AND NONSTATUTORY STOCK OPTION AGREEMENT EXHIBIT 10.1 Exhibit 10.1 UST INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN NOTICE OF GRANT OF STOCK OPTION This Notice is to certify that the Optionee named below has been granted the number of options set forth below under the UST Inc. Amended and restated Stock Incentive Plan (the “Plan”) and the terms and conditions set forth in this Notice and attached Nonstatutory Stock Option Agreement (th |
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| September 16, 2004 |
FORM 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 10, 2004 UST Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-17506 06-1193986 (State or Other Jurisdiction (Commission File Number) (I.R. |
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| September 16, 2004 |
EX-10.2: RESTRICTED STOCK AGREEMENT EXHIBIT 10.2 Exhibit 10.2 UST INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT RESTRICTED STOCK AGREEMENT, made as of the date set forth on the Notice of Grant of Restricted Stock, and hereby amended as of September 13, 2004, by and between UST Inc., a Delaware corporation (the “Company”), pursuant to the Amended and Restated Stock Incentive Plan (the “Plan”) and the emplo |
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| August 11, 2004 |
FILING PURSUANT TO RULE 144 OMB APPROVAL OMB Number: 3235-0101 Expires: December 31, 2006 Estimated average burden hours per response. |
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| August 5, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q UST INC. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended June 30, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| July 22, 2004 |
UST INC. Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 22, 2004 UST Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-17506 06-1193986 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 22, 2004 |
PRESS RELEASE Exhibit 99.1 Michael G. Bazinet Mark A. Rozelle Media Relations Investor Relations (800) 878-0549 (203) 622-3520 UST REPORTS INCREASE IN SECOND QUARTER 2004 DILUTED EPS AND RAISES FORECAST FOR THE YEAR GREENWICH, Conn., July 22, 2004 – UST Inc. (NYSE: UST) today announced that for the quarter ended June 30, 2004, net sales increased 6.5 percent to $464.7 million, operating income inc |
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| May 20, 2004 |
144 1 y97694e144.htm FORM 144 OMB APPROVAL OMB Number: 3235-0101 Expires: December 31, 2006 Estimated average burden hours per response...2.0 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER WORK LOCATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for f |
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| May 13, 2004 |
AMENDMENT NO. 1 TO FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q/A AMENDMENT NO. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 2004 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the t |
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| May 6, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q UST INC. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio |
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| May 6, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 11-K UST INC. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 11-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number |
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| April 22, 2004 |
FORM 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 22, 2004 UST Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-17506 06-1193986 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 22, 2004 |
UST REPORTS 11 PERCENT INCREASE IN FIRST QUARTER 2004 DILUTED EPS Exhibit 99.1 Michael G. Bazinet Mark A. Rozelle Media Relations Investor Relations (800) 878-0549 (203) 622-3520 UST REPORTS 11 PERCENT INCREASE IN FIRST QUARTER 2004 DILUTED EPS GREENWICH, Conn., April 22, 2004 – UST Inc. (NYSE: UST) today announced that for the quarter ended March 31, 2004, net sales increased 3.8 percent to $433.3 million, net earnings increased 9.8 percent to $121.7 million an |
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| April 22, 2004 |
AMENDMENT #1 TO 10-K: UST INC. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 OR |
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| March 25, 2004 |
DEF 14A 1 y92922def14a.htm DEFINITIVE PROXY MATERIALS: UST INC. Table of Contents SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitte |
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| March 19, 2004 |
EXHIBIT 21 Parent and Subsidiaries UST Inc. is an independent corporation without parent. It had the following significant subsidiaries as of December 31, 2003: Percentage of Ownership by Jurisdiction of UST or its Incorporation Wholly Owned Name of Subsidiary or Affiliate or Registration Subsidiaries International Wine & Spirits Ltd. Delaware 100% Stimson Lane Ltd. Washington 100% U.S. Smokeless |
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| March 19, 2004 |
EX-10.9 OFFICERS SUPPLEMENTAL RETIREMENT PLAN EX-10.9 OFFICERS SUPPLEMENTAL RETIREMENT PLAN Exhibit 10.9 UST INC. OFFICERS’ SUPPLEMENTAL RETIREMENT PLAN (Formerly the United States Tobacco Company Officers’ Supplemental Retirement Plan) Effective November 20, 1980 Restated as of January 1, 1984, May 5, 1987, February 1, 1988, September 27, 1988, January 1,1989, July 1, 1991, December 1, 1992, September 22,1994, March 25, 1999, January 1, 2001 |
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| March 19, 2004 |
FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 19, 2004 |
EX-10.8 AMEND TO THE INCENTIVE COMPENSATION PLAN Exhibit 10.8 AMENDMENT TO UST INC. INCENTIVE COMPENSATION PLAN The UST Inc. Incentive Compensation Plan (the “Plan”), as amended and restated as of January 1, 2003, is hereby further amended as set forth below, effective as of January 1, 2003. 1. The following sentences are hereby added to the end of Section 4.5 of the Plan, to read as follows: “Notwithstanding the foregoing, the Committee may det |
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| March 15, 2004 |
FORM 8-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 15, 2004 UST Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-17506 06-1193986 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 15, 2004 |
PRESS RELEASE FOR IMMEDIATE RELEASE Contacts: Michael G. Bazinet Media Relations 203-622-3549 Mark A. Rozelle Investor Relations 203-622-3520 UST ANNOUNCES AGREEMENTS TO RESOLVE ANTITRUST CLAIMS GREENWICH, Conn., March 15, 2004 — UST Inc. (NYSE: UST) announced today that it took significant steps to resolve the remaining antitrust claims filed against it as a result of the Conwood litigation. “We |
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| March 15, 2004 |
UST INC. Table of Contents OMB APPROVAL OMB Number: 3235-0058 Expires: March 31, 2006 Estimated average burden hours per response...2.50 SEC File Number 0-17506 CUSIP NUMBER 902911 10 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number 0-17506 NOTIFICATION OF LATE FILING (Check One): x Form 10-K o Form 11-K o Form 20-F o Form 10-Q o Form N-S |
